Agreement for the Sale of Assets of a Running Business to a Limited Company

Agreement for sale made this	day of	in the year 2005 between Messrs……..hereinafter called the VENDORS (which expression shall, unless repugnant to the context, include the vendors, their successors and assigns) of the first part and MB Co. Ltd. a company duly registered under the Companies Act 1956 (Act 1 of 1956) having its registered office at…………hereinafter called the purchaser (which expression shall, unless repugnant to the context, include its successors in business and assigns) of the second part, whereas the vendors who have been for some time past carrying on business as cabinet makers and dealers in furniture etc., at………..
And whereas the vendors have agreed to sell to and the purchaser has agreed to purchase the entire stock-in-trade and other assets of their business and transfer the same as a going concern (excluding, however, the liabilities) as on this day for the consideration hereinafter mentioned.
Now it is hereby agreed by and between the parties hereto as under:
1. The vendors shall sell and the purchaser shall purchase the entire stock-in-trade and other assets of the aforesaid business of the VENDORS consisting of lands, factory buildings, temporary constructions, structures, machinery, stock-in-trade, book-debts, benefit of all the subsisting contracts, formula, trade marks, patents, goodwill, rights, concessions, licences and other privileges, more particularly detailed in the schedule hereunder on or after the date when the purchaser company shall be entitled to commence business.
2.  The consideration of the sale shall be a sum of Rs………..which shall be satisfied by the allotment to the vendors of………….shares in the capital of the company as fully paid-up shares. In determining the amount of consideration referred to above, the machinery, furniture and stock-in-trade have been assessed at their book-value as per balance-sheet as on……….plus a sum of Rs…………to be paid by the vendors to their predecessors in title Messrs	when making over the business to the latter, while the book-debts (which have all along been considered good) have been taken into account at their full value and the land at its actual purchase price. The value of other assets has for the present been tentatively fixed at	as correctly as the circumstances permit, subject however to such adjustments (by payment in cash by either side) as may later on be found necessary at the date of the sale.
3. The vendors shall make all necessary arrangements for delivering to the company all assets of the said business agreed to be transferred as fully detailed in the Schedule hereunder upon the allotment of the shares to the vendors as aforesaid.
4. The purchase shall be completed on the day the purchaser obtains the commencement certificates or as soon thereafter as possible, when the vendors shall, at the expenses of the purchaser company, execute and register a deed of sale as may be necessary for effectually vesting the said assets in the purchaser company.
5. That the purchaser company shall have no responsibility for the debts and liabilities of the vendors which the vendors shall pay for and discharge themselves.
6. The vendors shall at all times keep the purchaser company harmless from and indemnified against any or all claims by any person or persons whomsoever in respect of any or all of the assets agreed to be transferred to the purchaser company as detailed in the Schedule hereunder.
Schedule above referred to
In witness whereof the parties hereto have set their respective hands and seals hereunto and to a duplicate hereof, on the day, month and year first hereinabove written.

Signed, sealed and delivered by the 
within-named vendor in the presence of:

Signed, sealed and delivered by the 
within-named purchaser in the presence of: